The Toronto-based company introduced a new compensation
program last year after a shareholder outcry in 2013, but it
still resulted in Executive Chairman John Thornton being paid
$12.9 million, or one-third more than in 2013.

At its annual meeting in Toronto on April 28, Barrick will
consider an advisory resolution on executive compensation. While
non-binding, such "say on pay" votes can send a message of
shareholder discontent to companies.

Michael Sprung, president of Sprung Investment Management,
said he thought most money managers would vote against the
executive compensation plan. "Their (Barrick's) approach the
last few years does not seem to have served the shareholders
that well. It seems to have served management quite well," said
Sprung, whose firm holds Barrick shares.

Under Barrick's new plan, announced in March 2014, the
largest part of top executive compensation is based on
performance and paid in units that convert into Barrick shares
that cannot be sold until an executive retires or leaves the
company.

But Thornton does not participate in this "innovative" plan,
Glass Lewis said, and instead has a "unique and less structured
compensation program", tailored to his role as chairman, with
vague performance considerations.

"Given the absence of any clear threshold, target or maximum
compensation levels, shareholders may find Mr. Thornton's
compensation to be a 'black box', whereby the potential amounts
to be paid each year are unknown and completely discretionary,"
the report said.

Barrick, the world's largest gold producer by output, said
its information circular lays out the process to determine
Thornton's compensation in detail.
Continued...